Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; # transactions solely among Borrowers; # transactions with Affiliates consummated prior to the Closing Date, as shown on [Schedule 10.2.17] to the Disclosure Letter; and # transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

Affiliate Transactions. Enter into or be party to any transaction or agreement with an Affiliate, except # transactions expressly permitted by the Loan Documents; # payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; # indemnities provided for the benefit of directors (or comparable managers) of an Obligor so long as such indemnity has been approved by the board of directors of such Obligor in accordance with Applicable Law; # transactions solely among Borrowers; # transactions with Affiliates consummated prior to the Closing Date, as shown on [Schedule 10.2.17] of the Disclosure Schedule; and # transactions with Affiliates upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # employment, severance, and other similar compensation arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective directors, officers, and employees in the Ordinary Course of Business; # payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Borrowers and their Subsidiaries in the Ordinary Course of Business to the extent attributable to the ownership or operation of the Borrowers and their Subsidiaries; # transactions solely among Obligors and their Subsidiaries to the extent not otherwise prohibited under this Agreement; # transactions with Affiliates consummated prior to the Closing Date, as shown on [Schedule 10.2.17]; and # transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; # the Management Agreements; provided that the aggregate development fees payable to Developer thereunder shall not exceed ​ per annum and shall be payable monthly; # transactions with Affiliates consummated prior to the Closing Date, as shown on [Schedule 10.2.15]; # MEPCAs and the transactions contemplated thereby; or # transactions with Affiliates upon fair and reasonable terms (and, to the extent material, pursuant to written agreements) no less favorable than would be obtained in a comparable arm’s‑length transaction with a non-Affiliate.

Transactions with Affiliates. Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to # a transaction between or among the Loan Parties, # transactions described on [Schedule 7.09] hereto, # advances for commissions, travel and other similar purposes in the ordinary course of business to directors, officers and employees, # the payment of reasonable fees and out-of-pocket costs to directors, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Lead Borrower or any of its Subsidiaries, and # as long as no Change of Control results therefrom, any issuances of securities of the Lead Borrower (other than Disqualified Stock and other Equity Interests not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans (in each case in respect of Equity Interests in the Lead Borrower) of the Lead Borrower or any of its Subsidiaries.

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Loan Party, except for # transactions that are in the Ordinary Course of Business and on fair and reasonable terms that are no less favorable to such Person than would be obtained in an arm’s length transaction with a non-affiliated Person; # bona fide rounds of Subordinated Debt or equity financing by investors in Borrower Representative for capital raising purposes, # reasonable and customary director, officer and employee compensation and other customary benefits including retirement, health, stock option and other benefit plans and indemnification arrangements approved by Borrower Representative’s Board, and # distributions permitted under Section 7.7.

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Loan Party, except for # transactions that are on fair and reasonable terms that are no less favorable to such Person than would be obtained in an arm’s length transaction with a non-affiliated Person, # bona fide rounds of Subordinated Debt or equity financing by investors in Borrower Representative for capital raising purposes, # reasonable and customary director, officer and employee compensation and other customary benefits including retirement, health, stock option and other benefit plans and indemnification arrangements approved by Borrower Representative’s Board and # transactions among Loan Parties and Subsidiaries thereof that are not otherwise prohibited hereunder.

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Loan Party, except for # transactions that are in the Ordinary Course of Business and on fair and reasonable terms that are no less favorable to such Person than would be obtained in an arm’s length transaction with a non-affiliated Person; # bona fide rounds of Subordinated Debt or equity financing by investors acceptable to Agent in its sole but reasonable discretion for capital raising purposes; and # reasonable and customary director, officer and employee compensation and other customary benefits including retirement, health, stock option and other benefit plans and indemnification arrangements approved by the Board.

Affiliate Transactions. Enter into, or be a party to, any transaction with an affiliate of Borrower or any of the partners, members or shareholders, as applicable, of Borrower except in the ordinary course of business and on terms which are no less favorable to Borrower or such affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

Transactions with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than any other Loan Party or between or among any Subsidiaries that are not Loan Parties) unless such transaction is (a)(i) not otherwise prohibited under this Agreement or any other Loan Document, # in the ordinary course of business of the relevant Group Member, # upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, and # one the consummation of which would not cause the Foreign Investment Limit in effect at such time to be exceeded, # one involving the payment of customary directors’ fees and indemnification and reimbursement of expenses to directors and employees, # one involving the issuance of stock and stock options pursuant to the Borrower’s stock option plans and stock purchase plans, and # one involving reasonable compensation paid to officers and employees in their capacities as such.